Talk:Step-by-step Thematic Organization creation guide

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This proposal recommends that documents of incorporation get chap comm's approval before being submitted to government. I do not think it matters if incorporation occurs before or after documents are submitted to chap comm. Doc James (talk · contribs · email) 02:18, 24 July 2012 (UTC)

Hi James. Though the proposed organisation should and will be created according to the vision of the founding members, mightn't we benefit from chap comm's feedback before we commit to incorporation? That should ensure that whatever rules and structures we have in place will dovetail well with the Foundation's rules and structures. But perhaps I'm missing something. --Anthonyhcole (talk) 06:01, 24 July 2012 (UTC)

The issue is just the amount of time it takes for Chap comm to review stuff. The second issue is that much of the articles of incorporation are dictated by the legal environment in which the organization is incorporated and thus not up for discussion by either us or chap comm. As chap comm are not typically legal authorities within the jurisdiction people are incorporating this sometimes simple confuses things. Doc James (talk · contribs · email) 15:18, 24 July 2012 (UTC)

This talk began with reference to Wikimedia Medicine, a proposed thematic chapter. The issue was whether all Chapter Committee approval processes should begin before legal incorporation, or whether registration legally and with ChapCom could happen at the same time. There there is a business maxim that all parts of a task should begin simultaneously rather than sequentially if possible. To get legal registration one needs to collect certain information and apply for a license. To apply for ChapCom approval one needs all the information required to do legal registration, plus a lot of additional information. This creates a situation where legal registration will always become possible before ChapCom application will.

The issue with waiting for Chapter Committee approval is that this could have a very real cost if it took any length of time at all - suddenly it seems that there is a need for a legally registered Wikimedia Medicine group, and from the perspective of the group's interest it seems likely that the group and the Wikipedia community will benefit from this group incorporating immediately and it is not obvious how waiting could benefit either the group, the community, or the Chapter Committee. What reason exists not to attempt to do all processes concurrently? I would also like to assert that in this specific case, the goal of Wikimedia Medicine is probably the least controversial and most conservative of any conceivable thematic organization, so members of this project anticipate ready ChapCom approval and much more work doing legal registration.

I think this issue will continue to arise with other organizations since the current process will most often produce groups with the ability to do legal registration but not the ability to get ChapCom approval. Who would benefit from waiting? Blue Rasberry(talk) 12:02, 24 July 2012 (UTC)

Thank you all for your thoughtful comments. The issue does come up every now and then (see the most recent example here – I will try not to repeat that long e-mail, but it does provide some context). There is one slight error in all of our step-by-step guides, which I think we should clarify: Chapcom would like to be involved (as in being informed of developments, and offering help or advice, if needed) throughout the steps in its capacity as an advisory body to emerging groups. In its capacity as the reviewing and advising body, Chapcom has traditionally relied on the stage of reviewing the bylaws to suggest any final changes that might optimize the new organization, and to ask questions that ensure that the group has thought through the possibilities and that the Committee tasked with deeply understanding the new groups, does indeed have the answers it needs for that.

Traditionally, all chapters (and I expect thematic organisations to be similar) have been grassroots groups with a passion to improve a slice of the world through the means provided by Wikimedia in the specific field of their interest. In about 98% of the cases, the people behind these groups have not had setting up and running NGO's as their primary life experience; that is the reason our processes are built in such a way that they try to transfer some of this experience through the process. I believe, that this results in more solid organizations that can better serve the movement. The given advice is rarely aimed at changing the vision of the group (there were unfortunate exceptions, that prompted the expansion of the affiliation models), but at making sure the internal lessons of the movement on NGO management and structures (which are quite often agnostic to the legal environment of the country of incorporation) do not need to be re-learnt for everyone. I am sure, there are better ways to do this, but this process has so far been able to serve the number of different needs it has had to serve (which even include such harder to measure things as whether the group is able to remain together under the stress of interacting with Chapcom over a period of time as a proxy to its sturdiness and viability; plus all the above ones I mentioned here or in the linked e-mail).

Where we encounter the other 2% of very professional applicants, we still feel that testing them can make sure that all aspects have been thought through – while lawyers might have set up numerous NGOs, I am sure none of them have experience in setting up more than one WM chapter. In all the cases I remember, Chapcom advice or pressure has resulted in changes in the bylaws of the applying group – when the bylaws were reviewed before incorporation, this was part of the time-frame of the standard process and caused "delays" of only the time it was needed for the group to agree on the changes and translate them to English; when the group has been already incorporated, recognition was usually delayed until a properly convened membership meeting has had the opportunity to officially amend the bylaws. This might change over time, as thematic organizations proliferate, and if we manage to improve our ways of experience sharing pre-bylaw-reviw – but this change has not yet happened.

Timeline wise, in my experience, the fastest Chapcom approval has taken around 3 months and it was usually done in parallel with the other tasks of incorporation (setting up a website, canvassing members, finalizing and translating the bylaws). With a willing group that has an uncontroversial vision, no internal conflicts, acceptance from the community, and solidly written bylaws, and constant communication, this is a realistic timeframe. (Unfortunately, you have to add about 2 weeks after Chapcom approval, for the Board resolution to confirm it.) If you set up a regular business, this delay might be seen as a waste of time; if you want to work with a group of volunteers, who also need some of their free time to edit and have a family, friends, etc., seeing who is motivated enough to stick around for a few months and remain committed is a useful predictor to the future (and as recognized groups have costs on the movement, separating out the groups that fizzle out after their initial enthusiasm, is useful for the movement, even as the whole point of the new models is to make the ability to organize for volunteers easier).

Hi Bence. Can we get a commitment from you that you'll do all you reasonably can to expedite this process? Is it possible to get that commitment from Chapcom? Personally, I believe medicine is a special case among topics. The sooner we achieve our aim, medical information for all, the better. It would comfort me to think you and Chapcom share that view and will prioritise your dealings with this theme accordingly. --Anthonyhcole (talk) 11:43, 26 July 2012 (UTC)

Hi Anthony, I will work with the Committee to make sure things go smoothly on our end. --Bence (talk) 20:36, 29 July 2012 (UTC)

Thank you, Bence. Could we have some feedback from you or the committee on Blue Rasberry's proposed bylaws here, please? --Anthonyhcole (talk) 13:43, 30 July 2012 (UTC)

I would prefer to get some preliminary information first about the group (we will send you a questionnaire in about a week's time, with a version of our standard questions and a few aimed to understand the unique situation, history and goals of WM:MED). In general, I am sure WM NYC's bylaws are a solid start for you to base your discussions on and check whether the details of it reflect the organisation you will want to create (it might be that they will serve you 100%; which would make your job easier, but it would be useful if actually went through with a keen eye to it and perhaps asked WMNYC whether there is anything they would change if they started over). We would probably find the bylaws to pass the requirements, although as it was last reviewed 4 years ago, we would probably have a few observations and a number of questions about your plans with all the permissive clauses (e.g. your plans for staff and hiring an executive director, whose powers are defined already in the bylaws; your membership criteria that is left very open in the bylaws,etc.), and perhaps the overall history of deciding on New York as the best place for an organization with members living in a number of countries (including whether out of area board members will be able to effectively participate in meetings). In any case, I expect that we would have a number of slightly different questions and suggestions with no right or wrong answers but a requirement for the group to think through the alternatives even if 10 groups applied at the same time with the exact same set of bylaws. --Bence (talk) 15:13, 30 July 2012 (UTC)

Thanks, I look forward to receiving your questionnaire. The WMNYC bylaws allow for proxy voting and video conferencing, so it shouldn't matter where the office is located, from an accessibility and equity point of view. But I welcome an informed discussion on whether another location would be better. --Anthonyhcole (talk) 15:55, 30 July 2012 (UTC)

Could I see a copy of the best or most exemplary by-laws which the Chapters Committee has seen to date? I want to see an example of by-laws which passed review and which are among the best ever submitted. Blue Rasberry(talk) 20:32, 29 July 2012 (UTC)

Yes a simple template would make things easier. Of course bylaws are state / country specific. Doc James (talk · contribs · email) 20:53, 29 July 2012 (UTC)

Hi Lane, in the table on Wikimedia Chapters you can find all the bylaws we have reviewed, and the questions and advice on the talk pages. Some bylaw reviews have went more smoothly than others (you can see the conversation in the histories), depending both on the group and the principal reviewer from the Committee, but the general 3 steps of having one round of review and then seeing the responses to that and checking whether there are any open issues left have been the same (the last step might happen inside the Committee, if no further clarifications are requested).

As general recommendations, it is helpful to look at model bylaws of other associations in the country you want to incorporate in, and try to find ones that map to your situation (e.g. are your members tech savvy, where are they geographically located, generally how affluent they are, what languages do they speak, are all issues that might shape the bylaws you want to create). Among the chapters' bylaws, you might want to look at the ones from English-speaking countries (all of them are translated to English, so you don't have to limit yourself); if you want to have a global organisation, taking inspiration from chapters that are from geographically large countries and therefore have to take this into account (e.g. Australia) in the way they organize meetings with remote access. But there are other issues to take into consideration, e.g. ensuring global membership by reasonable processes (e.g. discounted membership fees; remote, mail-in or proxy voting; easy signup procedure, etc.). If you are going for a US organization, looking at the DC chapter's bylaws and the issues discussed on the talk page, might be useful for you, but then again, the DC chapter's area of operation is about 4-5 states, so there will be things you will want to do differently.

In the end, all bylaws are unique, and in the past we had rarely had two applications from the same country, therefore there are no templates. (It is unlikely that we would start making them, as many countries have special offices or websites that provide and maintain such templates better than we could.) --Bence (talk) 21:06, 29 July 2012 (UTC)

The current language reads, "a group, bound geographically," - but the whole point of thematic organizations is that they are bound thematically, not necessarily geographically. Would suggest changing this to "a group, bound thematically".

I think that this paragraph belongs in a later step. Eclecticology (talk) 09:43, 3 August 2012 (UTC)

There are two issues at hand: to satisfy the requirement that there is strong community involvement in the chapter, we strongly recommend having about 20 people in the group with whom the discussions mentioned in the later step can take place with enough of a legitimity. It might be the case that once they get down to the legal research, they find out that they need more than 20 people, in which case, they do need to gather some more.

I've tried to add the notion that for international orgs, they should really aim for recruiting members internationally. --Bence (talk) 16:00, 6 August 2012 (UTC)

Legal research can happen in parallel with gathering the people, if there is a person available with the temperament for that kind of work. In most countries my guess is that far fewer than 20 people are needed to form a corporation. Here in Canada, a federal corporation can now be set up by one person alone. The actual process of incorporation can be done most efficiently by a small group of people. It can get messy trying to get signatures of 20 people on a document, worse if it's an international group. Once the incorporation is done the others can be accepted as members. Eclecticology (talk) 08:02, 8 August 2012 (UTC)

I think what matters here is that we have 20 people participating in discussions and shaping the goals, final documents and taking part in the decision on who will be the board members. It is secondary whether all 20 of them go to the city hall to sign papers, or only 2 of them go but with the firm blessing of 18 others ready to join as members. What I would prefer to avoid is one random person setting up a Wikimedia organization and everyone who would like to join having to face a situation where they can take or leave what is there but cannot influence it in a meaningful way. –Bence (talk) 10:28, 8 August 2012 (UTC)

That's fine as an ideal, but the reality is that people are quick to run away when you announce a discussion about by-laws. You're lucky if more than one other person even reads them. The Medical group has offered to adopt the by-laws of WM-NYC, and thus copied them to another page with a changed name. That's fine so far. I'll be watching to see if anyone from that group offers any changes that would accommodate their own situation. Eclecticology (talk) 07:39, 9 August 2012 (UTC)

Perhaps not many people will be interested in a clausse-by-clause discussion, but a few will surely have opinions if you discuss the alternative decisions that went into the bylaws (e.g. where to incorporate; what the board looks like; etc.). Or even if they don't, they should still be given a fair chance to run away. --Bence (talk) 09:16, 19 August 2012 (UTC)

I understand where this sentence is coming from but it seems discouraging: "Setting up a thematic organization can be a big hassle and might not be entirely necessary for your goals."
Maybe it could be amended to ask a question, such as - "Before moving forward, discuss the pros and cons of setting up an organization among yourselves; organizations take a lot of time, effort and resources once they are set up. Is it necessary to set up a thematic organization to achieve your goals. How will setting up an organization help achieve your group's goals?"

In the next para: "You should also consider whether there are reasons for limiting the scope of your organization and whether a geographically based chapter-form might better describe what you want to do."

This sentence seems a bit confusing to me - if I wanted to set up a thematic organization, why would I want to consider becoming a chapter, which is geographically-oriented? I think we must clearly delineate between 'theme' and 'geography' in our own minds, so that others can do so too. My suggestion would be to remove this; the prospective thematic organization has already been advised to check out chapters and user groups in the previous para, which is fine. That part could also be strengthened, urging the prospective thematic organization to explore possibilities with chapters and user groups in the region (without making this a binding condition). Bishdatta (talk) 05:53, 3 August 2012 (UTC)

I mostly agree with this commentary. In the general case it should not matter whether a group is incorporated before or after being recognized as a Thematic organization. It's easy to imagine groups that are already functioning with their corporate processes in place suddenly realizing that their mission is already aligned with that of the Wikimedia movement. Sometimes I feel that detailed reviews of by-laws are a waste of time. We need to establish what must be in incorporation documents. As long as those bits are included comments about anything else there is merely advisory. Eclecticology (talk) 10:07, 3 August 2012 (UTC)

Great idea to run a pilot! I would make one small edit: "other Wikimedia thematic organizations can offer funding, advice, and other intangible resources" - here I would delete thematic, so that this prospective thematic organization can benefit from funding, advice and other intangible resources and cross-fertilization from all other orgs in the movement: chapters, user groups etc. We don't want to create silos where thematic orgs only talk to thematic orgs etc, so let's not encourage them in this direction. Bishdatta (talk) 05:59, 3 August 2012 (UTC)

Since we are also going to have "User groups" this might be the place to consider which type of organisation a given group wants to be. Thematic Organizations require a lot more bureaucracy than user groups. Taking an arbitrary figure here, it will likely not be cost-effective for a group with a projected annual budget that will never exceed $10,000 to become incorporated. Eclecticology (talk) 08:20, 8 August 2012 (UTC)